LOUISVILLE, Ky. -- If Wednesday night's road game at Louisville was in fact Kansas State's first true test of the season, the Wildcats, who fell to the Cardinals by a score of 38-29, failed it miserably. While the offense was far from exceptional, K-State scored lowest on the defensive section of the exam, as it allowed its opponent to rack up a whopping 577 yards of total offense.

Louisville quarterback Hunter Cantwell shredded the Wildcats' secondary to the tune of 273 yards on 22 of 33 passing, while tailback Victor Anderson enjoyed a career game, running for 176 on 18 carries while finding the end zone on three separate occasions. Sophomore wide receiver Doug Beaumont was Cantwell's favorite target Wednesday, as he collected 119 yards on nine catches, puzzling the K-State secondary and getting open seemingly at will.

If it wasn't clear before, it certainly is now: Head coach Ron Prince and his team have some serious work to do.

"Tonight, we were the bug and they were the windshield," Prince said. "We got splattered."

The Wildcats, now 2-1 on the season, ran the ball just 12 times in the contest, picking up a pathetic 30 yards on the ground, Three of those attempts came from quarterback Josh Freeman, the team's leading rusher with 18 yards. The Wildcats were out-gained 303-30 on the ground.

But while the biggest problem on offense was abundantly clear, it wasn't the only one, as head coach Prince's team turned the ball over three times against Louisville while failing to force a turnover of its own.

Freeman, who warranted the presence of more than a few NFL scouts, was by no means terrible in his first road game of 2008, throwing for 314 yards and three touchdowns, but his two interceptions and 52-percent completion percentage weren't exactly stellar either.

Then again, neither was the end result.

"Offensively, I couldn't be more disappointed in our inability to protect the quarterback," Prince said.

Still, things didn't get really bad for the Wildcats until the whistle signifying the start of the second half blew, and even then, their demise was a slow one.

After building seven-point halftime lead, Louisville, which improved its record to 2-1 season, scored on its first drive on the third quarter via a 13-yard pass from Cantwell to Troy Pascley, capping a 80-yard march down the field. After missing the resulting extra point, the Cardinals led 20-7, and the 13-point deficit was one from which the Wildcats would never fully recover.

Wide receiver Deon Murphy did what he does best, providing his team with a spark by taking a punt back 86 yards for a touchdown in the early stages of the second half to pull his team within a touchdown, but that spark and the 20-13 score it created would last about as long the punt return itself.

Anderson would break a 56-yard run for a touchdown just five plays later, and a converted two-point try put the Cardinals up 14.

Things would get worse from there, as Anderson would strike yet again. This time, the damage came on a 27-yard scamper to the end zone, helping Louisville establish a 35-14 advantage.

Freeman hooked with tight end Jeron Mastrud for a touchdown early on his team's next drive, drawing the score back to 35-21, but couldn't change the inevitable. By the time Louisville punched a field goal through to bring the count to 38-21, the fat lady had all but finished her tune.

But as bad as the second half of Wednesday's contest was for K-State, the game wasn't a one-horse race from the start.

After having a 64-yard game opening drive spoiled by a botched snap on the Louisville 12-yard line, the Wildcats' defense bent mightily but refused to break at least for the time being.

Instead, it responded in a huge fourth-down situation, stopping the Cardinals short of the marker to force a turnover on downs, negating 70-yard drive to reclaim possession on its own 8-yard line.

Though K-State's offense wouldn't capitalize on the ensuing drive, going three and out, it would force Louisville into a punt of its own, and the Wildcats would make their third possession of the game count.

What would follow was a five-play, 69-yard drive capped off by a 45-yard touchdown strike from Freeman to junior wide receiver Brandon Banks, giving K-State a 7-0 lead late in the first quarter. Banks, a junior college transfer, pulled in a pair of touchdown passes Wednesday, including K-State's final score of the contest, which came late in the fourth quarter.

Banks ended the game with seven catches for 153 yards and two touchdowns.

The Cardinals would strike back immediately with a long scoring drive of their own, going 80 yards in 14 plays to tie the game seven on a touchdown pass from Cantwell to the 6-foot-8 Josh Chichester, who racked up 51 yards on four catches.

Louisville would parlay a second-quarter interception by senior cornerback Woodny Turenne into more points late in the first half. The second play of the resulting series would yield a 29-yard Anderson touchdown run.

Turenne would collected his second interception of the half on the Wildcats' next drive, but Louisville place kicker Chris Philpott failed to convert a 31-yard goal attempt on the final play of the half, leaving his team with a 14-7 halftime lead.

The Wildcats are now off until Sept. 27 when they play host to Louisiana-Lafayette.